Description of Business and Summary of Significant Accounting Policies

Description of Business

Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) is a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates television stations in the United States.

As of

February

21,

2017

, we owned and/or operated television stations in

television markets broadcasting a total of over

200

programming streams, including

affiliates of the CBS Network (“CBS”),

affiliates of the NBC Network (“NBC”),

affiliates of the ABC Network (“ABC”) and

affiliates of the FOX Network (“FOX”).

In addition to our primary broadcast channels, each of our stations can also broadcast

secondary

digital channels within a market. Our

secondary

digital channels are generally affiliated with networks different from those affiliated with our primary broadcast channels, and they are operated by us to make better use of our broadcast spectrum by providing supplemental and/or alternative programming in addition to our primary channels. Certain of our

secondary

digital channels are affiliated with more than

one

network simultaneously. In addition to affiliations with ABC, CBS and FOX, our

secondary

channels are affiliated with numerous smaller networks and program services including, among others, the CW Network or the CW Plus Network, MY Network, the MeTV Network, This TV Network, Antenna TV, Telemundo, Cozi, Heroes and Icons and MOVIES! Network.

We also broadcast local news/weather channels in certain of our existing markets. Our combined TV station group reaches approximately

10.1%

of total United States television households.

Principles of Consolidation

Gray’s consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries.

During a portion of the year ended

December

31,

2014,

our financial statements included the accounts of a variable interest entity (“VIE”) for which we were the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Investment in Broadcasting Company

We have an investment in Sarkes Tarzian, Inc. (“Tarzian”) whose principal business is the ownership and operation of

two

television stations. As of

June

30,

2016,

the most recent period for which we have Tarzian’s financial statements, our investment represented

32.4%

of the total outstanding common stock of Tarzian (both in terms of the number of shares of common stock outstanding and in terms of voting rights), but such investment represented

67.9%

of the equity of Tarzian for purposes of dividends, if paid, as well as distributions in the event of any liquidation, dissolution or other sale of Tarzian. This investment is accounted for under the cost method of accounting and reflected as a non-current asset on our balance sheet. We have no commitment to fund the operations of Tarzian nor do we have any representation on Tarzian’s board of directors or any other influence over Tarzian’s management. We believe the cost method is appropriate to account for this investment given the existence of a single majority voting stockholder and our lack of management influence or any obligation to fund the operations of Tarzian.

Revenue Recognition

Broadcast advertising revenue is generated primarily from the sale of television advertising time to local, national and political advertisers. Internet advertising revenue is generated from the sale of advertisements associated with our stations’ websites. Advertising revenue is billed to the customer and recognized when the advertisement is broadcast or appears on our stations’ websites. Retransmission consent revenue consists of payments to us from cable, satellite and other multiple video program distribution systems for their retransmission of our broadcast signals. Retransmission consent revenue is recognized as earned over the life of the retransmission consent contract. Other revenue consists primarily of revenue earned from the production of programming and payments from tower space rent. Revenue from the production of programming is recognized as the programming is produced. Tower rent is recognized over the life of the rental agreements.

Cash received that has not yet been recognized as revenue is presented as deferred revenue. Revenue that has been earned but not yet received is recognized as revenue and presented as a receivable.

Trade and Barter Transactions

We account for trade transactions involving the exchange of tangible goods or services with our customers as revenue. The revenue is recorded at the time the advertisement is broadcast and the expense is recorded at the time the goods or services are used. The revenue and expense associated with these transactions are based on the fair value of the assets or services involved in the transaction. Trade revenue and expense recognized for each of the years ended

December

31,

2016,

2015

and

2014

were as follows (amounts in thousands):

	Year Ended December 31,
	2016			2015			2014
Trade revenue	$	2,069		$	2,299		$	2,174
Trade expense		(1,997	)		(2,188	)		(2,287	)
Net trade income (loss)	$	72		$	111		$	(113	)

We do not account for barter revenue and related barter expense generated from network or syndicated programming as such amounts are not material. Furthermore, any such barter revenue recognized would then require the recognition of an equal amount of barter expense. The recognition of these amounts would not have a material effect upon net income.

Advertising Expense

Our advertising expense was

$1.5

million,

$1.0

million and

$1.1

million for the years ended

December

31,

2016,

2015

and

2014,

respectively. We record as expense all advertising expenditures as they are incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our actual results could differ materially from these estimated amounts. Our most significant estimates are used for our allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies.

Allowance for Doubtful Accounts

Our allowance for doubtful accounts is equal to a portion of our receivable balances that are

120

days old or older. We

may

provide allowances for certain receivable balances that are less than

120

days old when warranted by specific facts and circumstances. We recorded expenses for this allowance of

$1.9

million,

$0.6

million and

$1.3

million for the years ended

December

31,

2016,

2015

and

2014,

respectively. We generally write off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.

Program Broadcast Rights

We have

two

types of syndicated television program contracts:

first

run programs and off network reruns. First run programs are programs such as

Wheel of Fortune

and off network reruns such as

Seinfeld

. First run programs have not been produced at the time the contract to air such programming is signed, and off network rerun programs have already been produced. We record an asset and corresponding liability for payments to be made only for the current year of the

first

run programming and for the entire contract period for off network programming. Only an estimate of the payments anticipated to be made in the year following the balance sheet date of the

first

run contracts are recorded on the current balance sheet, because the programs for the later years of the contract period have not been produced or delivered.

The total license fee payable under a program license agreement allowing us to broadcast programs is recorded at the beginning of the license period and is charged to operating expense over the period that the programs are broadcast. The portion of the unamortized balance expected to be charged to operating expense in the succeeding year is classified as a current asset, with the remainder classified as a non-current asset. The liability for license fees payable under program license agreements is classified as current or long-term, in accordance with the payment terms of the various license agreements.

Property and Equipment

Property and equipment are carried at cost. Depreciation is computed principally by the straight-line method. Maintenance, repairs and minor replacements are charged to operations as incurred; the purchase of new assets, major replacements and betterments are capitalized. The cost of any assets sold or retired and related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period.

The following table lists the components of property and equipment by major category (dollars in thousands):

							Estimated
	December 31,						Useful Lives
	2016			2015			(in years)
Property and equipment:
Land	$	44,611		$	36,529
Buildings and improvements		139,078			85,626			7	to	40
Equipment		471,798			420,380			3	to	20
		655,487			542,535
Accumulated depreciation		(329,394	)		(308,060	)
Total property and equipment, net	$	326,093		$	234,475

For the year ended

December

31,

2016,

our total property and equipment balance, before accumulated depreciation, increased approximately

$102.7

million primarily as the net result of acquisitions and dispositions. The remaining change in the balances between

December

31,

2015

and

December

31,

2016

was due to routine purchases of equipment, less retirements.

Deferred Loan Costs

Loan acquisition costs are amortized over the life of the applicable indebtedness using a straight-line method that approximates the effective interest method. In

April

2015,

the FASB issued ASU No.

2015

03,

Interest - Imputation of Interest (Subtopic

835

30)

Simplifying the Presentation of Debt Issuance Costs.

ASU

2015

amended previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs were not affected by the amendments in this ASU. In

August

2015,

the FASB issued ASU No.

2015

15,

Interest - Imputation of Interest (Subtopic

835

30)

Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcement at

June

18,

2015

EITF Meeting.

ASU

2015

amended previous guidance to codify the

June

18,

2015

Staff Announcement that the SEC staff would not object to the deferral and presentation as an asset, and subsequent amortization of such asset, of deferred debt issuance costs related to line of credit arrangements. We adopted these standards as of

January

2016.

In accordance with these standards, we have reclassified our deferred loan costs to be presented as a reduction in the balance of our long-term debt, less current portion, in our balance sheets as of

December

31,

2016

and

2015.

Our deferred loan costs were previously presented as a non-current asset.

Asset Retirement Obligations

We own office equipment, broadcasting equipment, leasehold improvements and transmission towers, some of which are located on, or are housed in, leased property or facilities. At the conclusion of several of these leases we are obligated to dismantle, remove and otherwise properly dispose of and remediate the facility or property. We estimate our asset retirement obligations based upon the net present value of the cash flows of the costs expected to be incurred. Asset retirement obligations are recognized as a non-current liability and as a component of the cost of the related asset. Changes to our asset retirement obligations resulting from revisions to the timing or the amount of the original undiscounted cash flow estimates are recognized as an increase or decrease in the carrying amount of the asset retirement obligation and the related asset retirement cost capitalized as part of the related property, plant or equipment. Changes in asset retirement obligations resulting from accretion of the net present value of the estimated cash flows are recognized as operating expenses. We recognize depreciation expense of the capitalized cost over the estimated life of the lease. Our estimated obligations are due at varying times through

2062.

The liability recognized for our asset retirement obligations was approximately

$793,000

and

$701,000

as of

December

31,

2016

and

2015,

respectively. During the years ended

December

31,

2016,

2015

and

2014,

we recorded expenses of

$15,000,

$34,000

and

$6,000,

respectively, related to our asset retirement obligations.

Concentration of Credit Risk

We sell advertising air-time on our broadcasts and advertising space on our websites to national and local advertisers within the geographic areas in which we operate. Credit is extended based on an evaluation of the customer’s financial condition, and generally advance payment is not required except for political advertising. Credit losses are provided for in the financial statements and consistently have been within our expectations that are based upon our prior experience.

Excluding political advertising revenue, which is cyclical based on election cycles, for the year ended

December

31,

2016,

approximately

22%,

10%

and

of our broadcast advertising revenue was obtained from advertising sales to advertising customers in the automotive, medical and restaurant industries, respectively. We experienced similar industry-based concentrations of revenue in the years ended

December

31,

2015

and

2014.

Although our revenues can be affected by changes within these industries, we believe this risk is in part mitigated due to the fact that no

one

customer accounted for in excess of

of our broadcast advertising revenue in any of these periods. Furthermore, we believe that our large geographic operating area partially mitigates the potential effect of regional economic impacts.

Earnings Per Share

We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares and shares underlying stock options, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive.

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the years ended

December

31,

2016,

2015

and

2014

(in thousands):

	Year Ended December 31,
	2016		2015		2014
Weighted-average shares outstanding – basic		71,848		68,330		57,862
Weighted-average shares underlying stock options and restricted shares		916		657		502
Weighted-average shares outstanding - diluted		72,764		68,987		58,364

Valuation of Broadcast Licenses, Goodwill and Other Intangible Assets

We have acquired a significant portion of our assets in acquisition transactions. Among the assets acquired in these transactions were broadcast licenses issued by the FCC, goodwill and other intangible assets.

For broadcast licenses acquired prior to

January

2002,

we recorded their respective values using a residual method (analogous to “goodwill”) where the excess of the purchase price paid in the acquisition over the fair value of all identified tangible and intangible assets acquired was attributed to the broadcast license. This residual basis approach generally produces higher valuations of broadcast licenses when compared to applying an income method as discussed below.

For broadcast licenses acquired after

December

31,

2001,

we record their respective values using an income approach. Under this approach, a broadcast license is valued based on analyzing the estimated after-tax discounted future cash flows of the acquired station, assuming an initial hypothetical start-up operation maturing into an average performing station in a specific television market and giving consideration to other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market. For television stations acquired after

December

31,

2001,

we allocate the residual value of the station to goodwill.

When renewing broadcast licenses, we incur regulatory filing fees and legal fees. We expense these fees as they are incurred.

Other intangible assets that we have acquired include network affiliation agreements, retransmission agreements, advertising contracts, client lists, talent contracts and leases. Although each of our stations is affiliated with at least

one

broadcast network, we believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation agreement. As a result, we allocate only minimal values to our network affiliation agreements. We classify our other intangible assets as finite-lived intangible assets. The amortization period of our other intangible assets is equal to the shorter of their estimated useful life or contract period, including expected extensions thereof. When renewing other intangible asset contracts, we incur legal fees that are expensed as incurred.

Impairment Testing of Indefinite-Lived Intangible Assets

We test for impairment of our indefinite-lived intangible assets on an annual basis on the last day of each fiscal year. However, if certain triggering events occur, we test for impairment during the relevant reporting period. For goodwill, we have elected to bypass the qualitative assessment provisions and to perform the prescribed testing steps for goodwill on an annual basis.

For purposes of testing goodwill for impairment, each of our individual television markets is considered a separate reporting unit. We review each television market for possible goodwill impairment by comparing the estimated fair value of each respective reporting unit to the recorded value of that reporting unit’s net assets. If the estimated fair value exceeds the recorded net asset value, no goodwill impairment is deemed to exist. If the estimated fair value of the reporting unit does not exceed the recorded value of that reporting unit’s net assets, we then perform, on a notional basis, a purchase price allocation by allocating the reporting unit’s fair value to the fair value of all tangible and identifiable intangible assets with residual fair value representing the implied fair value of goodwill of that reporting unit. The recorded value of goodwill for the reporting unit is written down to this implied value.

To estimate the fair value of our reporting units, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value. We believe the results of the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our actual results and reasonable estimates of future performance, and also take into consideration a number of other factors deemed relevant by us, including but not limited to, expected future market revenue growth, market revenue shares and operating profit margins. We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach utilizing market multiples to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value

one

of our television stations.

For testing of our broadcast licenses for potential impairment of their recorded asset values, we compare their estimated fair value to the respective asset’s recorded value. If the fair value is greater than the asset’s recorded value, no impairment expense is recorded. If the fair value does not exceed the asset’s recorded value, we record an impairment expense equal to the amount that the asset’s recorded value exceeded the asset’s fair value. We use the income method to estimate the fair value of all broadcast licenses irrespective of whether they were initially recorded using the residual or income methods.

For further discussion of our goodwill, broadcast licenses and other intangible assets, see Note

“Goodwill and Intangible Assets.”

Accumulated Other Comprehensive Loss

Our accumulated other comprehensive loss balances as of

December

31,

2016

and

2015

consist of adjustments to our pension liabilities net of related income tax benefits as follows (in thousands):

	December 31,
	2016			2015
Accumulated balances of items included in accumulated other comprehensive loss:
Increase in pension liability	$	(28,926	)	$	(28,334	)
Income tax benefit		(11,281	)		(11,050	)
Accumulated other comprehensive loss	$	(17,645	)	$	(17,284	)

Recent Accounting Pronouncements

May

2014,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2014

09,

Revenue from Contracts with Customers (Topic

606).

ASU

2014

provides new guidance on revenue recognition for revenue from contracts with customers and will replace most existing revenue recognition guidance when it becomes effective. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard is intended to improve comparability of revenue recognition practices across entities and provide more useful information through improved financial statement disclosures. In

August

2015,

the FASB issued ASU

2015

14,

Revenue from Contracts with Customers (Topic

606):

Deferral of the Effective Date

. ASU

2015

deferred the effective date of ASU

2014

one

year to interim and annual reporting periods beginning after

December

15,

2017,

and permitted early adoption of the standard, but not before the original effective date of

December

15,

2016.

The standard permits the use of either the retrospective or cumulative effect transition method. In

April

2016,

the FASB issued ASU

2016

10,

Revenue from Contracts with Customers (Topic

606):

Identifying Performance Obligations and Licensing

. This ASU amends the guidance of ASU

2014

to clarify the identification of performance obligations and to provide additional licensing implementation guidance. In

May

2016,

the FASB issued ASU

2016

12,

Revenue from Contracts with Customers (Topic

606):

Narrow Scope Improvements and Practical Expedients

. This ASU was issued to provide guidance in assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition, in order to reduce the potential for diversity in practice at initial application, and to reduce the cost and complexity of applying the standard. In

December

2016,

the FASB issued ASU

2016

20,

Revenue from Contracts with Customers (Topic

606):

Technical Corrections and Improvements

. This ASU was issued to clarify the standard and to correct unintended application of guidance. We have prepared an analyses of the effects of these standards on our financial statements and preliminarily determined that they will not have a material effect on our balance sheets and statements of operations. We have not yet determined if we will apply the new standard using the retroactive or prospective method. We are evaluating our footnote disclosure obligations and expect that the standards will have an effect on these disclosures. We will continue to develop these disclosures and the related tasks of, gathering data to be disclosed, assessing our internal controls and availing ourselves of broadcasting industry related guidance.

November

2015,

the FASB issued ASU No.

2015

17,

Income Taxes (Topic

740)

–

Balance Sheet Classification of Deferred Taxes

. ASU

2015

requires a “noncurrent” presentation of all deferred income taxes. Entities with publicly traded securities are required to apply the new guidance beginning in the annual reporting period beginning after

December

15,

2016,

and interim periods thereafter. We expect that the affected amounts on our balance sheets will be reclassified within our balance sheets to conform to this standard beginning in the

first

quarter of

2017.

January

2016,

the FASB issued ASU No.

2016

01,

Financial Instruments - Overall (Subtopic

825

10)

Recognition and Measurement of Financial Assets and Financial Liabilities

. ASU

2016

amends the guidance in U.S. GAAP regarding the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The standard is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.

February

2016,

the FASB issued ASU

2016

02,

Leases (Topic

842).

ASU

2016

will supersede Topic

840,

Leases

, and thus will supersede nearly all existing lease guidance by requiring the reclassification of lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The standard will be effective for fiscal years beginning after

December

15,

2018.

We have prepared an analyses of the effects of this standard on our financial statements and preliminarily determined that it will not have a material effect on our statements of operations. However, this standard is expected to have a material effect on our balance sheets. Specifically, we expect that, once adopted we will record a right of use asset and lease obligation liability. Based on our current portfolio of lease obligations we expect that this asset and liability would each total approximately

$13.2

million. We are also evaluating our footnote disclosure obligations and expect that this standard will have an effect on these disclosures. We will continue to develop these disclosures and the related tasks of gathering data to be disclosed, assessing our internal controls and availing ourselves of broadcasting industry related guidance.

March

2016,

the FASB issued ASU

2016

09,

Compensation - Stock Compensation (Topic

718)

Improvements to Employee Share-Based Payment Accounting.

ASU

2016

amends the guidance in U.S. GAAP with the intent of simplifying several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards, and classification on the statement of cash flows. The standard is effective for fiscal years beginning after

December

15,

2016,

including interim periods within those fiscal years. We do not expect that the adoption of this ASU will have a material impact on our financial statements. We expect to conform to this standard beginning in the

first

quarter of

2017.

August

2016,

the FASB issued ASU

2016

15,

Statement of Cash Flows (Topic

230)

–

Classification of Certain Cash Receipts and Cash Payments

. ASU

2016

amends the guidance of U.S. GAAP with the intent of addressing

eight

specific cash flow issues with the objective of reducing the existing diversity in practice. One or more of these

eight

issues are applicable to our financial statements. The standard is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.

October

2016,

the FASB issued ASU

2016

17,

Consolidation (Topic

810)

– Interests Held through Related Parties That Are under Common Control

. ASU

2016

amends the guidance of U.S. GAAP on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The standard is effective for fiscal years beginning after

December

15,

2016,

including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements. As explained more fully in Note

“Subsequent Events,” we have recently entered into a transaction with Gray Midwest EAT, LLC (“GME”). GME is a VIE and as a result of this transaction, we have determined that we are the primary beneficiary of this VIE. We will include the assets, liabilities and results of operations of GME in our consolidated financial statements beginning in

2017.

January

2017,

the FASB issued ASU

2017

01,

Business Combinations (Topic

805)

–

Clarifying the Definition of a Business

. ASU

2017

amends the guidance of U.S. GAAP with the intent of clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.

January

2017,

the FASB issued ASU

2017

04,

Intangibles – Goodwill and Other (Topic

350)

–

Simplifying the Test for Goodwill Impairment

. ASU

2017

amends the guidance of U.S. GAAP with the intent of simplifying how an entity is required to test goodwill for impairment by eliminating Step

from the goodwill impairment test. Step

measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective for fiscal years beginning after

December

15,

2019,

including interim periods within those fiscal years. The standard allows for early adoption, but we have not yet made that determination.

We do not expect that the adoption of this standard will have a material impact on our financial statements.

Reclassifications

Certain other current and non-current liabilities have been reclassified to conform to the current year presentation.